This Amendment No. 1 (this Amendment No. 1) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the Schedule 14D-9) filed by Concert Pharmaceuticals,
Inc., a Delaware corporation (Concert or the Company), with the Securities and Exchange Commission (the SEC) on February 2, 2023, relating to the tender offer by Foliage Merger Sub, Inc., a Delaware
corporation (Purchaser) and a wholly owned indirect subsidiary Sun Pharmaceutical Industries Ltd., an entity organized under the laws of India (Sun Pharma), to purchase all of the issued and outstanding shares of common
stock, par value $0.001 per share (the Shares), of Concert for a purchase price of (i) $8.00 per Share in cash, subject to any applicable withholding of taxes and without interest, plus (ii) one CVR per Share, subject to any
applicable withholding of taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, filed by Sun Pharma and Purchaser with the SEC on February 2, 2023 (as amended or supplemented from time to
time, the Offer to Purchase), and in the related Letter of Transmittal filed by Sun Pharma and Purchaser with the SEC on February 2, 2023 (as amended or supplemented from time to time, the Letter of Transmittal, which,
together with the Offer to Purchase, constitute the Offer).
Explanatory Note:
This supplemental information should be read in conjunction with the Schedule 14D-9 in its entirety. Concert
believes that no supplemental disclosure is required under applicable laws and that the Schedule 14D-9 disclosed all material information required to be disclosed therein. However, to avoid the risk
that lawsuits may delay or otherwise adversely affect the Transactions and to minimize the expense of defending such actions, Concert wishes to make voluntarily certain supplemental disclosures related to the proposed Transactions, all of which are
set forth below and should be read in conjunction with the Schedule 14D-9. Nothing in these supplemental disclosures shall be deemed an admission of the legal necessity or materiality under
applicable laws of any of the disclosures set forth herein.
All page references used herein refer to pages in the
Schedule 14D-9 before any additions or deletions resulting from the supplemental disclosures, and capitalized terms used herein, unless otherwise defined, have the meanings set forth in the Schedule 14D-9. Underlined and bolded text shows text being added to a referenced disclosure in the Schedule 14D-9 and stricken-through text shows text
being deleted from a referenced disclosure in the Schedule 14D-9. Except as specifically noted herein, the information set forth in the
Schedule 14D-9 remains unchanged.
Item 4. |
The Solicitation or Recommendation |
Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The disclosure under the heading Certain Financial Projections is hereby amended and supplemented by replacing the second full paragraph on
page 39 of the Schedule 14D-9 in its entirety with the following:
In addition, at the direction of Concert
management, MTS Health Partners calculated Concerts future cash needs and utilized risk unadjusted unlevered free cash flows for the fourth quarter of fiscal year 2022 through the second quarter of fiscal year 2026 in its discounted
cash flow analysis calculation of future cash needs for the Capital Raise (as defined in the section titled Opinion of Concerts Financial Advisor Summary of
MTS Securities Financial Analysis Discounted Cash Flow Analysis), which were calculated solely based on the Base Case Forecasts, the Upside Case Forecasts and the Downside Case Forecasts provided by Concert
management and approved for MTS Health Partners use by the Concert Board. The following is a summary of the risk unadjusted unlevered free cash flows utilized in the calculation of future cash needs for the Capital
Raise, which were calculated as earnings before interest expenses and taxes, less tax expense, less capital expenditures, plus depreciation and amortization, less changes in net working capital, in each case based on the Base Case Forecasts,
the Upside Case Forecasts and the Downside Case Forecasts, as applicable, or other projected financial information provided by Concert management. For purposes of calculating the future cash needs, MTS Health Partners included the following key
assumptions as to which there can be no assurance: (1) that the launch of deuruxolitinib would occur in the second quarter of fiscal year 2024; and (2) a $20 million minimum cash balance; and
(3) that Concert would have a cash balance of $150 million as of September 30, 2022, less approximately $35 million
of projected cash burn over the fourth quarter of fiscal year 2022 per Concert management. The calculation of future cash needs does not take into account the effect of any additional financings.
The disclosure under the heading Certain Financial Projections is hereby amended and supplemented by adding the following after the table on
page 40 of the Schedule 14D-9:
In addition, at the direction of Concert management, MTS Health Partners
utilized risk-adjusted unlevered free cash flows for fiscal years 2023 through 2045 in its discounted cash flow analysis, which were calculated solely based on the Risk-Adjusted Base Case Forecasts, the Risk-Adjusted Upside Case Forecasts and the
Risk-Adjusted Downside Case Forecasts provided by Concert management and approved for MTS Health Partners use by the Concert Board. The following is a summary of the risk-adjusted unlevered free cash flows, which were calculated as earnings
before interest expenses and taxes, less tax expense, less capital expenditures, plus depreciation and amortization, less changes in net working capital, based on the Risk-Adjusted Base Case Forecasts, the Risk-Adjusted Upside Case Forecasts, the
Risk-Adjusted Downside Case Forecasts, or other projected financial information provided by Concert management.